S. Corporations in Crisis: An Introduction to the Worlds of “White Collar Crime” and “Corporate Governance”

This course is an attempt to introduce you at an early stage of law school to a fascinating world of high
drama in which you might want to practice. Corporations, public and private, engage in misconduct –
sometimes civil, sometimes criminal as well. But the patterns differ: often the misconduct is localized at
a lower level within the corporation; other times, the controlling group of officers or directors participate
in or supervise the misconduct. In both cases, many in the organization may not know of the ongoing
misconduct or learn about it only slowly and incrementally. What can they do? What should they do?
Some may be motivated by a moral sense that the misconduct should be stopped; others, by a fear that
they could be seen as co-conspirators if they do not take action; and a few by the incentive that they
could earn a significant reward as “whistleblowers.”

This course will look at both the mechanisms for internal correction (such as reporting to the
corporation’s audit committee) and the means for external reporting (such as the law applicable to
whistleblowers). Cases resembling Enron and the current FTX trial will be considered, as will the case when the report is falsely raised for a private profit motive.

The goal is both to alert the student to issues of legal ethics and criminal law – and how these issues are
faced in contemporary practice. The three instructors– Coffee, Simmons and Whitehead – have
experience in both the world of law and business and bring a variety of perspectives. Rebecca Simmons
is a partner at Sullivan & Cromwell; Charles Whitehead is a professor of law and entrepreneurship at
Cornell Law School, and John Coffee is here at Columbia.

There will be no exam or paper in this course, but credit for it is contingent on active participation in this
course and familiarity with the assigned readings.